INVESTMENT AGREEMENT

A.            The Investment . Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to 20,000 shares of a series of contingent convertible perpetual non-cumulative preferred stock, no par value, of the Company, having the terms set forth in Exhibit A (the “ Series B Preferred Stock ”).  The Series B Preferred Stock shall be convertible into shares of the Company’s no par value Common Stock (“ Common Stock ”) in accordance with the applicable terms set forth in Exhibit A .  Upon the conversion of the Series B Preferred Stock, the Company shall issue to Purchaser warrants (the “ Warrants ”) to purchase shares of Common Stock as described in this Agreement and in accordance with the terms and substantially in the form set forth in Exhibit B .

B.            The Securities . The term “ Securities ” refers collectively to (i) the shares of Series B Preferred Stock which are to be purchased or issued and acquired under this Agreement, (ii) the shares of Common Stock into which the Series B Preferred Stock is convertible, (iii) the Warrants that are issuable upon the conversion of the Series B Preferred Stock and (iv) the Common Stock for which the Warrants may be exercised in accordance with the terms thereof and of this Agreement. When purchased, the Series B Preferred Stock will be evidenced by share certificates incorporating the terms set forth in the Articles of Amendment creating the Series B Preferred Stock. The Articles of Amendment creating the Series B Preferred Stock (the “ Articles of Amendment ”) shall be made a part of the Company’s Amended and Restated Articles of Incorporation, as amended (the “ Articles of Incorporation ”) by the filing of the Articles of Amendment with the Secretary of State of Georgia (the “ Georgia Secretary ”).

1.1            Purchase .  On the terms and subject to the conditions set forth herein, Purchaser will purchase from the Company, and the Company will issue and sell to Purchaser, the number of Securities (at the purchase price) shown below:

(a)            Time and Date of Series B Closing . Subject to the satisfaction or waiver of the conditions set forth in this Section 1.2, the closing of the purchase and issuance of the Series B Preferred Stock (the “ Series B Closing ”) shall occur following the satisfaction or waiver (by the party entitled to grant such waiver) of all of the conditions set forth in this Section 1.2 (other than those conditions that by their nature are to be satisfied at the Series B Closing, but subject to fulfillment or waiver of those conditions), at the offices of Troutman Sanders LLP located at 600 Peachtree Street, N.E., Atlanta, Georgia 30308, at __:__ _.m., Atlanta, Georgia time, on _______ __, 2009 or such other date and/or location as agreed by the parties.  The date of the Series B Closing is referred to as the “Series B Closing Date”.

(b)            Escrow Agreement .  As of the date of this Agreement, the Purchaser shall deposit the Aggregate Purchase Price for the Series B Preferred Stock listed in Section 1.1 (the “ Escrow Funds ”) with SunTrust Bank (the “ Escrow Agent ”), to be held in escrow pending the satisfaction or waiver of the conditions and obligations set forth in this Section 1.2, in accordance with the terms of an Escrow Agreement, by and among the Company, Sandler O’Neill & Partners, L.P. and the Escrow Agent, in substantially the form attached hereto as Exhibit C (the “ Escrow Agreement ”).

(1)            The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Series B Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to the Series B Closing of the following conditions:

(A)           no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Series B Closing or shall prohibit or restrict Purchaser or its Affiliates from owning, voting, or, subject to the receipt of approval of the Stockholder Proposal (defined herein), converting or exercising, any Securities in accordance with the terms thereof and no lawsuit shall have been commenced by any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, or any applicable industry self-regulatory organization (each, a “ Governmental Entity ”), and no written notice shall have been issued and not withdrawn by any federal or state banking regulator of competent jurisdiction, seeking to effect any of the foregoing; and

(B)           the shares of Common Stock into which the Series B Preferred Stock is convertible and for which the Warrants may be exercised shall have been authorized for listing on The NASDAQ Global Select Market or such other market on which the Common Stock is then listed or quoted, subject to official notice of issuance.

(2)           The obligation of Purchaser to effect the Series B Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Series B Closing of each of the following additional conditions:

(A)           the Company shall have performed in all material respects all other obligations required to be performed by it at or prior to the Series B Closing pursuant to this Agreement; and

(B)           Purchaser shall have received a certificate signed on behalf of the Company by an executive officer certifying to the effect that the condition set forth in Section 1.2(c)(2)(A) have been satisfied.

(3)           The obligation of the Company to effect the Series B Closing is also subject to the fulfillment or written waiver by the Company prior to the Series B Closing of each of the following additional conditions:

(A)           Purchaser has performed in all material respects all obligations required to be performed by it at or prior to the Series B Closing, as the case may be, under this Agreement; and

(B)           the Company shall have received a certificate signed by Purchaser or on behalf of Purchaser by an executive officer certifying to the effect that the condition set forth in Section 1.2(c)(3)(A) has been satisfied.

(d)            Delivery . Subject to the satisfaction or waiver on the Series B Closing Date of the applicable conditions to the Series B Closing in Section 1.2(c), on the Series B Closing Date:

(1)           the Company will deliver to Purchaser certificates representing the number of shares of Series B Preferred Stock listed in Section 1.1; and

(2)           the Purchaser will authorize the release of the Escrow Funds to the Company and will deliver all documentation and perform all actions required by the Escrow Agreement to release such Escrow Funds.

For the avoidance of doubt, following the occurrence of the Series B Closing, the obligations of the Company to deliver the Series B Preferred Stock on the Series B Closing Date and Purchaser to pay for the Series B Preferred Stock on the Series B Closing Date shall become irrevocable and unconditional save for the condition that the other party shall have made the required delivery of the Series B Preferred Stock or payment, as applicable, as stated in Sections 1.2(d)(1) and (2).

(a)           On or prior to the date hereof, the Company delivered to Purchaser and Purchaser delivered to the Company a schedule (a “ Disclosure Schedule ”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Section 2.2 with respect to the Company, or in Section 2.3 with respect to Purchaser, or to one or more covenants contained in Article III.

(b)           As used in this Agreement, the term “ Material Adverse Effect ” means any circumstance, event, change, development or effect that (1) is material and adverse to the business, assets, results of operations or financial condition of the Company and Company Subsidiaries taken as a whole or (2) would materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Series B Closing; provided , however , that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“ GAAP ”) or regulatory accounting principles generally applicable to banks, savings associations or their holding companies, (B) changes, after the date hereof, in applicable laws, rules and regulations or interpretations thereof by Governmental Entities, (C) actions or omissions of the Company expressly required by the terms of this Agreement or taken with the prior written consent of Purchaser, (D) changes in general economic, monetary or financial conditions, including changes in prevailing interest rates, credit markets, secondary mortgage market conditions or housing price appreciation/depreciation trends, (E) changes in the market price or trading volumes of the Common Stock or the Company’s other securities (but not the underlying causes of such changes), (F) the failure of the Company to meet any internal or public projections, forecasts, estimates or guidance (including guidance as to “earnings drivers”) for any period ending on or after December 31, 2008 (but not the underlying causes of such failure), (G) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism and (H) the public disclosure of this Agreement or the transactions contemplated hereby.

(c)           “ Previously Disclosed ” with regard to (1) a party, means information set forth on its Disclosure Schedule, and (2) the Company, means information publicly disclosed by the Company in (A) its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed by it with the Securities and Exchange Commission (“ SEC ”) on March 11, 2009 and as amended on April 30, 2009, (B) its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 or (C) any Current Report on Form 8-K filed or furnished by it with the SEC since January 1, 2009 and publicly available prior to the date of this Agreement (excluding, in the case of all of the foregoing documents, any risk factor disclosures contained in such documents (whether or not included under the heading “Risk Factors”), any disclosure of risks included in any “forward-looking statements” disclaimer and other statements that are similarly non-specific or are predictive or forward-looking in nature).

2.2            Representations and Warranties of the Company .  Except as Previously Disclosed, the Company represents and warrants to Purchaser, as of the date of this Agreement and as of the Series B Closing Date, that:

(1)           The Company is a corporation duly organized and validly existing under the laws of the State of Georgia, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would have, individually or in the aggregate, a Material Adverse Effect, and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (“ BHC Act ”).

(2)           Each Company Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would have, individually or in the aggregate, a Material Adverse Effect, and has the corporate power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is being conducted. The Park Avenue Bank, a Georgia state-charted bank that is a member of the Federal Reserve System and is a wholly owned subsidiary of the Company (the “ Bank ”) is duly organized and validly existing under the laws of the State of Georgia and its deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation, and all premiums and assessments required to be paid in connection therewith have been paid when due. As used herein, “ Subsidiary ” means, with respect to any person, any corporation, partnership, joint venture, limited liability company or other entity (x) of which such person or a subsidiary of such person is a general partner or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or persons performing similar functions with respect to such entity, is directly or indirectly owned by such person and/or one or more subsidiaries thereof; and “ Company Subsidiary ” means any Subsidiary of the Company, including the Bank.

(b)            Capitalization . The authorized capital stock of the Company consists of 98,500,000 shares of no par value Common Stock and 1,500,000 shares of preferred stock, no par value, of the Company (the “ Company Preferred Stock ”). As of the date hereof, there are 9,324,407 shares of Common Stock outstanding, no shares of Company Preferred Stock outstanding, and 699,565 shares of Common Stock are reserved for issuance upon exercise of outstanding stock options. Except for the foregoing, and except for (a) shares issued or reserved for issuance pursuant to employee equity awards outstanding or granted after the date hereof in the ordinary course of business consistent with past practice, (b) any equity that may be issued under the U.S. Treasury Department’s Troubled Asset Relief Program Capital Purchase Program or any successor program thereof and (c) equity that may be issued pursuant to the investment agreements entered into on March 5, 2009 in connection with the private placement of the Company’s Series A Preferred Stock, the Company shall not have (i) issued or authorized the issuance of any shares of Common Stock or Company Preferred Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock or Company Preferred Stock, (ii) reserved for issuance any shares of Common Stock or Company Preferred Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock or Company Preferred Stock, or (iii) repurchased or redeemed, or authorized the repurchase or redemption of, any shares of Common Stock or Company Preferred Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock or Company Preferred Stock. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.  Notwithstanding any of the foregoing, the Company shall have the right to issue any shares of Common Stock, Company Preferred Stock, debt or any other type of security, as long as such issuance is pursuant to a public offering.

(c)            Company’s Subsidiaries . The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of the Company Subsidiaries, free and clear of any liens, charges, adverse rights or claims, pledges, covenant, title defect, security interests and other encumbrances of any kind (“ Liens ”), and all of such shares or equity interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or redemption or issuance of any shares of capital stock or any other equity security of such Company Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Company Subsidiary.

(1)           The Company has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and unanimously authorized by the Board of Directors. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). No other corporate proceedings or stockholder actions are necessary for the execution and delivery by the Company of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby, subject, in the case of the authorization and issuance of the shares of Common Stock to be issued on conversion or exercise of the Series B Preferred Stock or the Warrants to be purchased or acquired under this Agreement, to receipt of the approval by the Company’s stockholders of the Stockholder Proposal. The only vote of the stockholders of the Company required to approve the conversion of the Series B Preferred Stock into, and exercise of the Warrants for, Common Stock for purposes of Rule 4350(i) of the NASDAQ Marketplace Rules, is a majority of the total votes cast on such proposal.

(2)           Neither the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof (including, without limitation, the conversion or exercise provisions of the Series B Preferred Stock or the Warrants), will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the material properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (i) its Articles of Incorporation or by-laws (or similar governing documents) or the articles of organization, charter, by-laws or other governing instrument of any Company Subsidiary, subject in the case of the authorization and issuance of the shares of Common Stock to be issued on conversion or exercise of the Series B Preferred Stock or the Warrants to be purchased under this Agreement, to receipt of the approval by the Company’s stockholders of the Stockholder Proposal, or (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in Section 2.2(e), violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets, except, in the case of clauses (A)(ii) and (B), for such violations, conflicts and breaches as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e)            Governmental Consents . Other than the Securities Act and the securities or blue sky laws of the various states, no material notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or expiration or termination of any statutory waiting period, is necessary for the consummation by the Company of the transactions contemplated by this Agreement.

(f)            Financial Statements . Each of the consolidated balance sheets of the Company and the Company Subsidiaries and the related consolidated statements of income, stockholders’ equity and cash flows, together with the notes thereto (collectively, the “ Company Financial Statements ”), included in any Company Report filed with the SEC, (1) have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, (2) complied as to form, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (3) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and (4) present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the dates set forth therein and the consolidated results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the periods stated therein, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments.

(g)            Reports .  Since December 31, 2007, the Company and each Company Subsidiary has timely filed all material reports, registrations, documents, filings, statements and submissions, together with any amendments thereto, that it was required to file with any Governmental Entity (the foregoing, collectively, the “ Company Reports ”) and has paid all material fees and assessments due and payable in connection therewith. As of their respective dates of filing, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entities.  In the case of each such Company Report filed with or furnished to the SEC, such Company Report did not, as of its date or if amended prior to the date of this Agreement, as of the date of such amendment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

(h)            Absence of Certain Changes . Since December 31, 2008 until the date hereof, (1) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with prior practice, (2) the Company has not made or declared any distribution in cash or in kind to its stockholders or issued or repurchased any shares of its capital stock or other equity interests and (3) no event or events have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(i)            No Undisclosed Liabilities . Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements filed prior to the date hereof to the extent required to be so reflected or reserved against in accordance with GAAP, except for